2nd Oct 2017 12:30
2 October 2017
Confirmation of Ruth Prior Replacement Awards on appointment as Chief Financial Officer
Further to the announcement on 30 March 2017 confirming the appointment of Ruth Prior as Chief Financial Officer, and the subsequent confirmation of her appointment with effect from 2 October 2017, William Hill PLC (LSE: WMH) now confirms the following arrangements in respect of the replacement award granted to Ruth on her appointment, which reflects the value of share based incentives forfeited at Worldpay Group plc ("Worldpay"), where she held the position of Chief Operating Officer ("the Replacement Awards").
The Remuneration Committee of William Hill ("the Committee") previously agreed, as a condition of Ruth's appointment, that the Replacement Award would as closely reflect a fair value estimate of the Worldpay award forfeited on joining William Hill as possible, following an assessment of the performance of Worldpay to be completed at the time of her appointment. The Replacement Award would also be structured to take into account the vesting horizon and potential impact of performance conditions on the Worldpay award.
The Committee's assessment on Ruth's appointment has determined that an award of 348,345 restricted shares, to be granted on 2 October 2017, will replace Ruth's award under the Worldpay Transitional Award Plan. The Replacement Award will not have any associated performance conditions or post-vesting holding requirements, mirroring the Worldpay award it replaced, and is accordingly expected to vest to Ruth on the original vesting date of 16 October 2018. The Committee determined at the time of Ruth's appointment that the Worldpay share price used in calculating the value of the award should be the 30 day average immediately prior to the announcement of Ruth's appointment or the 30 day average immediately prior to joining, whichever was the lower.
Accordingly, the following award was granted to Ruth Prior on 2 October 2017, using a market value of £2.51133 per share, being the average William Hill closing share price in the period 27 September to 29 September 2017:
Worldpay Award being replaced | William Hill Replacement Award | Number of Restricted Shares William Hill Replacement Award granted over | Expected Vesting Date at William Hill |
Transitional Award Plan granted 16 October 2015 | Exceptional Restricted Share Award by deed | 348,345 | 16 October 2018 |
The Replacement Award has been made, and will operate, in accordance with the William Hill Remuneration Policy approved by shareholders. Income tax and employee national insurance contributions are payable by Ruth Prior upon vesting of the Replacement Award. The net shareholding acquired on vesting of the Replacement Award shall be retained by Ruth until the minimum requirements of the Committee's shareholding guidelines, which are published in the 2016 Remuneration Report and are available from page 68 of the 2016 Annual Report, are met.
Additionally, the Committee has determined that Ruth Prior will be eligible to participate in full in the William Hill Annual Bonus Plan for the financial year ending 26 December 2017. A pro-rated amount of bonus will be calculated and paid to Ruth in recognition of the estimated value of the Worldpay 2017 annual bonus forfeited on resignation, and covering the relevant period of the financial year prior to her date of appointment at William Hill. Ruth will be similarly considered by the Committee for a pro-rated bonus reflecting the period of service at William Hill from appointment to 26 December 2017, with both elements to be awarded on an aggregated basis by the Committee in 2018, and subject to the usual deferral, malus and clawback provisions of the Remuneration Policy.
Further information regarding the Replacement Award and Ruth's participation in the Annual Bonus Plan will be given in the 2017 Remuneration Report to be published in 2018, and details of the current Remuneration Policy can be found in the 2016 Remuneration Report as indicated above.
Performance Share Plan Award to Ruth Prior for 2017 financial year made on appointment
Further to the announcement of 7 August 2017, confirming the grant of an award under the William Hill 2014 Performance Share Plan to Philip Bowcock, Chief Executive, William Hill confirms that an award has also been granted to Ruth Prior, following her appointment as Chief Financial Officer on 2 October 2017:
Director / PDMR | PSP Awards (at £2.6543 per share) |
Ruth Prior | 280,205 |
The award has been granted as a nil cost option award and vesting is subject to the same performance conditions and holding period as outlined in the announcement on 7 August 2017 confirming Philip Bowcock's 2017 Performance Share Plan award.
The following information is given in accordance with Article 19.3 of the Market Abuse Regulation:
1
| Details of the person discharging managerial responsibilities / person closely associated
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a)
| Name
| Ruth Prior
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2
| Reason for the notification
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a)
| Position/status
| Chief Financial Officer (Director and PDMR) |
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b)
| Initial notification /Amendment
| Initial notification |
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3
| Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
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a)
| Name
| William Hill PLC |
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b)
| LEI
| 213800MDW41W5UZQIX82 |
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4
| Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
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a)
| Description of the financial instrument, type of instrument | Ordinary shares of 10 pence each
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Identification code | ISIN: GB0031698896 |
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SEDOL: 3169889 |
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b)
| Nature of the transaction
| (a) Grant of Replacement Award of Restricted Shares on appointment
(b) Grant of Award under the 2014 Performance Share Plan
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c)
| Price(s) and volume(s) |
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Price(s) | Volume(s) |
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(a) Nil cost, granted with value £2.51133 per share | 348,345 ordinary shares |
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(b) Nil cost, granted with value £2.6543 per share | 280,205 ordinary shares |
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d)
| Aggregated information |
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- Aggregated volume | (a) 348,345 ordinary shares
(b) 280,205 ordinary shares |
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- Price | (a) Nil cost, granted with value £2.51133 per ordinary share
(b) Nil cost, granted with value £2.6543 per ordinary share |
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e)
| Date of the transaction
| 2 October 2017 |
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f)
| Place of the transaction
| London, UK |
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OAM: Additional Regulated Information William Hill LEI: 213800MDW41W5UZQIX82
About William Hill | ||||||
William Hill, The Home of Betting, is one of the world's leading betting and gaming companies, employing around 16,000 people. Founded in 1934, it is one of the UK's largest bookmakers with around 2,375 licensed betting offices that provide betting opportunities on a wide range of sporting and non-sporting events, gaming on machines and numbers-based products including lotteries. The Group's Online business (www.williamhill.com) is one of the world's leading online betting and gaming businesses, providing customers with the opportunity to access William Hill's products online, through their smartphone or tablet, by telephone and by text services. William Hill US was established in June 2012 and provides land-based and mobile sports betting services in Nevada, and is the exclusive risk manager for the State of Delaware's sports lottery. William Hill Australia is one of the largest online betting businesses in Australia after the Group acquired Sportingbet and tomwaterhouse.com in 2013. It offers sports betting products online, by telephone and via mobile devices. William Hill PLC is listed on the London Stock Exchange. The Group generates revenues of c£1.6bn a year.
Related Shares:
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